EX-3.(I) 2 dex3i.htm CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF BJ SERVICES Certificate of Amendment of Certificate of Incorporation of BJ Services

Exhibit 3(i)

 

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

BJ SERVICES COMPANY

 

BJ SERVICES COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY:

 

FIRST: At a meeting of the Board of Directors of the corporation a resolution was adopted proposing and declaring advisable the following amendment to the Certificate of Incorporation of the corporation, as amended, and directing that the amendment be considered at the next annual meeting of stockholders of the corporation:

 

RESOLVED, that Article Fourth of the Certificate of Incorporation of BJ Services Company be amended to read in its entirety as follows:

 

“FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 915,000,000 shares of capital stock consisting of 5,000,000 shares of preferred stock, par value $1.00 per share (the “Preferred Stock”), and 910,000,000 shares of common stock, par value $.10 per share (the “Common Stock”).

 

The designations, powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions of the Preferred Stock shall be established by resolutions of the Board of Directors pursuant to Section 151 of the General Corporation Law of the State of Delaware.”

 

SECOND: Thereafter, the annual meeting of stockholders was duly called and held upon notice in accordance with Section 222 of the DGCL, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

 

THIRD: The amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.


IN WITNESS WHEREOF, BJ Services Company has caused this certificate to be signed by its authorized officer this 31st day of January, 2006.

 

BJ Services Company
By:   /s/    Margaret B. Shannon
Name:   Margaret B. Shannon
Title:  

Vice President-General Counsel

and Secretary